Value Capital Trust and AIP Yield Fund, LP Announce Conditional Approval and Filing of Filing Statement for Qualifying Transaction

Toronto, Ontario–(Newsfile Corp. – March 31, 2022) – Value Capital Trust (TSXV: VLU.P) (“Value“) and AIP Yield Fund, LP (“AIPYF“) are pleased to announce that the TSX Venture Exchange (the “TSXV“) has conditionally accepted their proposed qualifying transaction (the “Transaction“) which, upon completion, will result in a reverse take-over of Value by the shareholders of AIPYF. A Filing Statement in respect of the Transaction has been prepared in accordance with the requirements of the TSXV and will be filed under Value’s issuer profile on SEDAR at www.sedar.com. Closing of the proposed Transaction is expected to occur on or about April 4, 2022 and it is anticipated that the units of the resulting issuer trust (the “Resulting Issuer“) on completion of the Transaction will commence trading on the TSXV under the ticker symbol “AIP” in early-to-mid April 2022, subject to the TSXV providing final approval for the Transaction.

The closing of the Transaction and the listing of the Resulting Issuer units on the TSXV remains subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary regulatory, shareholder and third party consents, waivers and approvals; and (ii) the completion of any and all outstanding TSXV submission documentation and payment of fees pursuant to the applicable TSXV policies.

Reference is made to Value’s news releases dated February 4, 2022, February 18, 2021 and December 22, 2020 for additional information relating to Value, AIPYF and the Transaction.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Value and AIPYF with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, and (ii) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Value and AIPYF’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Value and AIPYF believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and unitholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Proposed Transaction; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Value and AIPYF and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Value and AIPYF have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Value and AIPYF do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

For further information, please contact:

Value Capital Trust
Name: Nathan Smith
Title: Chief Executive Officer
Phone: (345) 926-4915

AIP Yield Fund, LP
Name: Leslie Wulf
Title: Chief Executive Officer
Phone: (214) 679-5263

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All information contained in this press release with respect to Value and AIPYF was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as to be disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/118746